The El Paso Education Initiative, Inc., D/B/A Burnham Wood Charter School v. Amex Properties, LLC, 602 S.W.3d 521

Burnham Wood Charter School District (The El Paso Education Initiative, Inc.) negotiated a lease with Amex Properties for a Vista del Futuro charter school; Iris Burnham (president/superintendent) signed the lease in late April and the lease recited that signatories had authority to bind their entities.
Amex’s counsel requested board minutes or a resolution confirming board approval; negotiations continued after Burnham’s signature and Amex’s builder began construction based on arrangements with Amex.
The district’s board never voted to approve the lease nor adopted a charter amendment delegating contracting authority to Burnham; on May 13 the district repudiated the lease.
Amex sued for anticipatory breach seeking damages (including some construction costs); the district asserted governmental immunity and contended Chapter 271’s waiver did not apply because the lease was not “properly executed.”
The trial court denied the district’s plea; the court of appeals held charter schools are governmental entities but found fact issues on proper execution and consequential damages; the Texas Supreme Court granted review.

Issue	Amex (Plaintiff)	El Paso (Defendant)	Held
Whether open-enrollment charter schools have governmental immunity	Charters are subject to statutory waiver and the Court should allow suit here	Charters are entitled to governmental immunity to the same extent as public school districts	Yes—charter schools/holders have governmental immunity like school districts
Whether the lease was “properly executed” under Local Gov’t Code §271.151(2)(A)	Burnham’s signature and lease recitals create fact issues about her authority to bind the district	Board never approved the lease and no delegation existed, so the lease was not properly executed	Not properly executed—board approval or a commissioner‑approved delegation was required; waiver not triggered
Whether “properly executed” is a jurisdictional requirement or a merits defense	Proper execution is a merits question/defense, not jurisdictional	Legislature made proper execution a condition to waiver; it is jurisdictional	Jurisdictional—proper execution is a precondition to the Chapter 271 waiver
Whether the district is estopped from asserting immunity	District should be estopped from asserting immunity because of uncertainty when Burnham signed	Subject-matter jurisdiction cannot be created by estoppel; district may assert immunity	No estoppel; immunity cannot be acquired or denied by estoppel

Ben Bolt-Palito Blanco Consol. Indep. Sch. Dist. v. Tex. Political Subdivisions Prop./Cas. Joint Self-Ins. Fund, 212 S.W.3d 320 (Tex. 2006) (legislative authorization showing an entity’s governmental character supports recognizing immunity)
Rosenberg Dev. Corp. v. Imperial Performing Arts, Inc., 571 S.W.3d 738 (Tex. 2019) (declined to extend immunity where immunity’s purposes would not be served)
Neighborhood Ctrs., Inc. v. Walker, 544 S.W.3d 744 (Tex. 2018) (noted Legislature directed that charter schools have immunity but left common‑law question unresolved)
Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) (describes immunity’s two components: immunity from suit and immunity from liability)
City of Houston v. Williams, 353 S.W.3d 128 (Tex. 2011) (party invoking Chapter 271 must have a contract that is “subject to this subchapter”)
City of Denton v. Rushing, 570 S.W.3d 708 (Tex. 2019) (no waiver under §271.152 unless there is a valid written contract subject to the statute)